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3//SEC Filing

Marlin Fund, Limited Partnership 3

Accession 0000919574-22-006914

CIK 0001409269other

View on SEC.gov Company Profile

Filed

Nov 27, 7:00 PM ET

Accepted

Nov 28, 4:28 PM ET

Size

29.7 KB

Accession

0000919574-22-006914

Insider Transaction Report

Form 3

Period: 2022-11-18

Venus Concept Inc.VERO

Marlin Fund, Limited Partnership

10% Owner

Holdings

Common Stock, $0.0001 par value per share
(indirect: By Partnership)
2,535,198
Common Stock, $0.0001 par value per share
(indirect: By Partnership)
1,885,401
Common Stock, $0.0001 par value per share
(indirect: By LLC)
21,000
Common Stock, $0.0001 par value per share
(indirect: By Partnership)
168,502
Common Stock, $0.0001 par value per share
(indirect: By Marlin Master Fund Offshore II, LP)
289,899
Voting Convertible Preferred Stock
(indirect: By Partnership)
→ Common Stock, $0.0001 par value per share (4,960,000 underlying)
Common Stock, $0.0001 par value per share
(indirect: By MSS VC SPV LP)
4,599,173

Marlin Fund II, Limited Partnership

10% Owner

Holdings

Common Stock, $0.0001 par value per share
(indirect: By MSS VC SPV LP)
4,599,173
Common Stock, $0.0001 par value per share
(indirect: By Partnership)
1,885,401
Common Stock, $0.0001 par value per share
(indirect: By LLC)
21,000
Common Stock, $0.0001 par value per share
(indirect: By Partnership)
2,535,198
Voting Convertible Preferred Stock
(indirect: By Partnership)
→ Common Stock, $0.0001 par value per share (4,960,000 underlying)
Common Stock, $0.0001 par value per share
(indirect: By Marlin Master Fund Offshore II, LP)
289,899
Common Stock, $0.0001 par value per share
(indirect: By Partnership)
168,502

Marlin Fund III, Limited Partnership

10% Owner

Holdings

Common Stock, $0.0001 par value per share
(indirect: By Marlin Master Fund Offshore II, LP)
289,899
Voting Convertible Preferred Stock
(indirect: By Partnership)
→ Common Stock, $0.0001 par value per share (4,960,000 underlying)
Common Stock, $0.0001 par value per share
(indirect: By Partnership)
1,885,401
Common Stock, $0.0001 par value per share
(indirect: By Partnership)
168,502
Common Stock, $0.0001 par value per share
(indirect: By LLC)
21,000
Common Stock, $0.0001 par value per share
(indirect: By MSS VC SPV LP)
4,599,173
Common Stock, $0.0001 par value per share
(indirect: By Partnership)
2,535,198

Masters Michael Willingham

10% Owner

Holdings

Common Stock, $0.0001 par value per share
(indirect: By Partnership)
168,502
Common Stock, $0.0001 par value per share
(indirect: By Partnership)
2,535,198
Common Stock, $0.0001 par value per share
(indirect: By Marlin Master Fund Offshore II, LP)
289,899
Common Stock, $0.0001 par value per share
(indirect: By Partnership)
1,885,401
Common Stock, $0.0001 par value per share
(indirect: By LLC)
21,000
Common Stock, $0.0001 par value per share
(indirect: By MSS VC SPV LP)
4,599,173
Voting Convertible Preferred Stock
(indirect: By Partnership)
→ Common Stock, $0.0001 par value per share (4,960,000 underlying)

MSS VC SPV LP

10% Owner

Holdings

Common Stock, $0.0001 par value per share
(indirect: By MSS VC SPV LP)
4,599,173
Common Stock, $0.0001 par value per share
(indirect: By LLC)
21,000
Voting Convertible Preferred Stock
(indirect: By Partnership)
→ Common Stock, $0.0001 par value per share (4,960,000 underlying)
Common Stock, $0.0001 par value per share
(indirect: By Partnership)
1,885,401
Common Stock, $0.0001 par value per share
(indirect: By Partnership)
2,535,198
Common Stock, $0.0001 par value per share
(indirect: By Marlin Master Fund Offshore II, LP)
289,899
Common Stock, $0.0001 par value per share
(indirect: By Partnership)
168,502

MASTERS CAPITAL MANAGEMENT LLC

10% Owner

Holdings

Common Stock, $0.0001 par value per share
(indirect: By LLC)
21,000
Common Stock, $0.0001 par value per share
(indirect: By Partnership)
1,885,401
Common Stock, $0.0001 par value per share
(indirect: By Partnership)
2,535,198
Common Stock, $0.0001 par value per share
(indirect: By MSS VC SPV LP)
4,599,173
Voting Convertible Preferred Stock
(indirect: By Partnership)
→ Common Stock, $0.0001 par value per share (4,960,000 underlying)
Common Stock, $0.0001 par value per share
(indirect: By Partnership)
168,502
Common Stock, $0.0001 par value per share
(indirect: By Marlin Master Fund Offshore II, LP)
289,899

Marlin Master Fund Offshore II, LP

10% Owner

Holdings

Common Stock, $0.0001 par value per share
(indirect: By LLC)
21,000
Common Stock, $0.0001 par value per share
(indirect: By MSS VC SPV LP)
4,599,173
Voting Convertible Preferred Stock
(indirect: By Partnership)
→ Common Stock, $0.0001 par value per share (4,960,000 underlying)
Common Stock, $0.0001 par value per share
(indirect: By Partnership)
1,885,401
Common Stock, $0.0001 par value per share
(indirect: By Partnership)
2,535,198
Common Stock, $0.0001 par value per share
(indirect: By Marlin Master Fund Offshore II, LP)
289,899
Common Stock, $0.0001 par value per share
(indirect: By Partnership)
168,502

Masters Special Situations, LLC

10% Owner

Holdings

Common Stock, $0.0001 par value per share
(indirect: By Partnership)
1,885,401
Common Stock, $0.0001 par value per share
(indirect: By Partnership)
168,502
Common Stock, $0.0001 par value per share
(indirect: By Marlin Master Fund Offshore II, LP)
289,899
Common Stock, $0.0001 par value per share
(indirect: By LLC)
21,000
Voting Convertible Preferred Stock
(indirect: By Partnership)
→ Common Stock, $0.0001 par value per share (4,960,000 underlying)
Common Stock, $0.0001 par value per share
(indirect: By MSS VC SPV LP)
4,599,173
Common Stock, $0.0001 par value per share
(indirect: By Partnership)
2,535,198

Footnotes (7)

[F1]These securities are held in the account of Marlin Fund, Limited Partnership, a private fund managed by Masters Capital Management, LLC ("MCM"). These securities may be deemed to be beneficially owned by MCM by virtue of its role as the general partner of Marlin Fund, Limited Partnership, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM.
[F2]These securities are held in the account of Marlin Fund II, Limited Partnership, a private fund managed by MCM. These securities may be deemed to be beneficially owned by MCM by virtue of its role as the general partner of Marlin Fund II, Limited Partnership, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM.
[F3]These securities are held in the account of Marlin Fund III, Limited Partnership, a private fund managed by MCM. These securities may be deemed to be beneficially owned by MCM by virtue of its role as the general partner of Marlin Fund III, Limited Partnership, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM.
[F4]These securities are held in the account of Marlin Master Fund Offshore II, LP, a private fund managed by MCM. These securities may be deemed to be beneficially owned by MCM by virtue of its role as the general partner of Marlin Master Fund Offshore II, LP, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM.
[F5]These securities are held in the accounts of other clients advised by MCM. These securities may be deemed to be beneficially owned by MCM by virtue of its role as advisor to such accounts, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM.
[F6]These securities are held in the account of MSS VC SPV LP, a private fund managed by Masters Special Situations, LLC ("MSS"). These securities may be deemed to be beneficially owned by MSS by virtue of its role as the investment manager of such private fund and as managing member of MSS VC SPV GP, LLC, the general partner of such private fund, and Michael Masters by virtue of his role as the controlling founder of MSS.
[F7]Each share of voting convertible preferred stock, par value $0.0001 per share ("Voting Convertible Preferred Stock"), is convertible into shares of the Issuer's Common Stock, $0.0001 par value per share on a 1-for-10 basis at any time at the holder's election. The shares have no expiration date.

Documents

1 file

3
ownership.xmlPrimary

Issuer

Venus Concept Inc.

CIK 0001409269

→

Entity typeother

IncorporatedGA

Related Parties

filerCIK 0000942668

Filing Metadata

Form type: 3
Filed: Nov 27, 7:00 PM ET
Accepted: Nov 28, 4:28 PM ET
Size: 29.7 KB

View on SEC.gov